Last checked at 12 Oct 2009 07:00
PAN PACIFIC AGGREGATES PLC
PROPOSED PLACING AND NOTICE OF GENERAL MEETING
The Board of Pan Pacific Aggregates plc (the "Company") on 9 October 2009 posted a circular to shareholders convening a general meeting to be held at 10.00 a.m. on Monday, 26 October 2009 at the offices of Hammonds LLP, 7 Devonshire Square, Cutlers Gardens, London, EC2M 4YH (the "General Meeting"). The purpose of the General Meeting is for shareholders of the Company ("Shareholders") to consider and, if thought fit, pass resolutions (the "Resolutions") authorising the issue of additional ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") and grant of warrants for the purposes of a private placing (the "Placing") and revoking any provision in the Company's articles of association limiting the maximum amount of shares that may be allotted by the Company.
1. BACKGROUND TO AND REASONS FOR THE PLACING
On 14 September 2009, the Company was granted an operating permit by the City of Abbotsford Council. The conditions of the operating permit included the completion of an access by-pass road for truck traffic on City of Abbotsford owned property.
On 7 October 2009, the Company announced the appointment of G. "Cooky" Singh as operations director of Pumptown Quarry Inc. (a wholly owned subsidiary of the Company). A part of his responsibility is to source quarry plant and equipment so that the Company can commence pioneering work at the Pumptown Quarry.
As well as re-commencing operations at the Pumptown Quarry, the Board's strategy is to increase the size of the Company's operations organically, via joint ventures and acquisitions. To this end, a possible property acquisition has been identified which comprises agricultural land with subsurface sand and gravel, located in the Fraser Valley, British Columbia. Negotiations are at an advanced stage with a view to the land being purchased by the Company and it is intended that funding for this acquisition would be provided out of the proceeds of the Placing. The land, if purchased, would be the subject of a separate application to the City of Abbotsford Council to allow the Company to operate on the land.
The net Placing proceeds will provide the Company with the additional working capital to carry out the work required to bring the Pumptown Quarry back into production and satisfy the cash element of the potential land acquisition.
If the potential land purchase is not completed, the net Placing proceeds which would otherwise have been used to fund it, will be used for the Company's general working capital purposes.
The Board is optimistic that the potential acquisition and the Placing negotiations will lead to a successful outcome. A further announcement will be made in due course.
2. PRINCIPAL TERMS OF THE PLACING
Under the Placing, the Company is proposing to raise funds by the issue of new Ordinary Shares (the "Placing Shares"), at a price to be determined (the "Placing Price"), subject, inter alia, to the required Resolutions being passed by the Shareholders at the General Meeting.
The Company is seeking authority under the Resolutions to allot, and grant warrants to subscribe for, up to an aggregate of 300,000,000 Ordinary Shares in connection with the Placing. The present intention is to raise approximately £1,000,000 before expenses under the Placing and to grant warrants to subscribe for Ordinary Shares on the basis described below.
The Placing Shares, when fully paid up, will rank pari passu in all respects with the existing Ordinary Shares.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM.
To enable the Company to issue new Ordinary Shares pursuant to the Placing, it is necessary for the Shareholders to approve the grant to the Directors of the authority to issue and allot the Placing Shares, together with a disapplication of the statutory pre-emption rights of Shareholders arising on the allotment of new Ordinary Shares for cash. The requisite Resolutions are set out in the Notice.
VSA Capital Limited ("VSA"), a company in which William Voaden, the Executive Chairman of the Company, is a director and together with his wife holds 100 per cent. of the shares, has been appointed by the Company to use reasonable endeavours to procure subscribers for the Placing Shares. The Company has agreed to pay VSA a commission of 5 per cent. of the aggregate value of the Placing Shares issued and grant warrants ("Warrants") to subscribe for up to such number of new Ordinary Shares as represents 5 per cent. of the number of Placing Shares issued, exercisable at the Placing Price for a period of 3 years following admission of the Placing Shares ("Admission").
The Directors also require Shareholders to authorise the grant of the Warrants, which is provided for in the Resolutions.
The Company, as soon as practicable, will announce the take up under the Placing, the Placing Price and the number of Warrants issued.
3. RELATED PARTY TRANSACTION
The grant of Warrants and payment of commission to VSA, a company in which William Voaden, the Executive Chairman of the Company, is a director and together with his wife holds 100 per cent. of the shares is a Related Party Transaction.
Where a company whose shares are listed on AIM enters into a Related Party Transaction, AIM Rule 13 requires the directors of the Company to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The Directors (excluding William Voaden) consider, having consulted with Dowgate Capital Advisers Limited, the Company's nominated adviser, that the terms of the related party transactions with VSA are fair and reasonable insofar as the Company's shareholders are concerned.
4. GENERAL MEETING
At the General Meeting, the following Resolutions will be proposed:
Resolution 1 - Revoking the limit on allotment
With effect from 1 October 2009, the concept of authorised share capital for public companies was abolished, and the previous amount of the Company's authorised share capital is treated after 1 October 2009 as a provision of the Company's articles of association setting the maximum amount of shares that may be allotted by the Company. Resolution 1 will be proposed to revoke that limitation.
Resolution 2 - Authority to allot shares and grant subscription rights
An ordinary resolution will be proposed to give the directors of the Company authority pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot and grant rights to subscribe for shares up to an aggregate nominal amount of £300,000 (representing approximately 29.5 per cent. of the current issued ordinary share capital of the Company) to such persons at such times and upon such terms and conditions as the directors of the Company may determine.
Such authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 15 months following the passing of this resolution and the conclusion of the next annual general meeting of the Company.
This authority will be used solely to issue Ordinary Shares in connection with the Placing and to grant the Warrants.
Resolution 3 - Power to disapply pre-emption rights
A special resolution will be proposed to give the directors of the Company general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash pursuant to the authority conferred by resolution 2 as if section 561(1) of that Act (which imposes statutory pre-emption rights in favour of existing shareholders) did not apply to any such allotment.
The power granted by this resolution shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on the earlier of 15 months following the passing of this resolution and the conclusion of the next annual general meeting of the Company.
Again, this power will be used solely to issue Ordinary Shares in connection with the Placing and to grant the Warrants.
The above authority and power are in addition to the Directors' current outstanding authorities and powers to allot and grant rights to subscribe Ordinary Shares granted at the previous Annual General Meeting which permit the allotment of Ordinary Shares pursuant to or in connection with the Secured Convertible Loan Notes of the Company and allow share options to be granted over 132,000,000 Ordinary Shares under the Company's Unapproved Share Option Scheme No.2.
For further information, please see the Company's website (www.panagg.com) or contact:
| Pan Pacific Aggregates plc | Tel: +44 (0) 20 7096 9580 |
| William Voaden | |
| Dowgate Capital Advisers Ltd | Tel: +44 (0) 20 7492 4777 |
| Aaron Smyth / Avi Robinson | |
| VSA Capital Limited | Tel: +44 (0) 20 7096 9589 |
| Paul Backhouse | |
| Lothbury Financial Limited | Tel: +44 (0) 20 7011 9411 |
| Michael Padley / Libby Moss |